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Announcement of Resolutions Adopted at the Third Meeting of the Seventh Session of the Board of Directors
Securities Code: 000530; 200530 Securities Abbreviation: Daling Shares; Daling B Announcement No.: 2016-024
Dalian Refrigeration Co., Ltd.
Announcement of Resolutions Adopted at the Third Meeting of the Seventh Session of the Board of Directors
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The Company and all members of the Board of Directors hereby certify that the contents of this announcement are true, accurate, and complete, and that there are no false records, misleading statements, or material omissions.
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I. Status of Board Meetings
1. Notice of this Board of Directors meeting was issued in writing on March 18, 2016.
2. This board meeting was held on March 29, 2016, by way of on-site voting.
3. Nine directors were entitled to vote, and all nine directors actually voted.
4. This board meeting was chaired by Mr. Ji Zhijian, Chairman of the Company.
5. The convening of this board meeting complies with the provisions of applicable laws, administrative regulations, departmental rules, normative documents, and the Company’s Articles of Association.
II. Review of the Board Meeting
1. 2015 Annual Work Report of the Company’s General Manager.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
2. The Company’s Board of Directors’ 2015 Annual Work Report.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
3. The Company’s 2015 Annual Financial Settlement Report and 2016 Annual Financial Budget Report.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
4. Proposed profit distribution plan for the year 2015.
According to the audit conducted by Dahua Certified Public Accountants, the parent company recorded a net profit of RMB 126.025 million in 2015. After setting aside RMB 12.603 million as the statutory surplus reserve (10% of net profit), the profit available for distribution to shareholders for the year amounted to RMB 113.422 million. Adding the undistributed profits at the beginning of the year of RMB 391.729 million and deducting the RMB 54.025 million in ordinary share dividends paid for 2014, as well as the RMB 22.379 million set aside as the discretionary surplus reserve (20% of net profit), the cumulative profit available for distribution to shareholders totaled RMB 428.747 million.
The Company’s proposed profit distribution for the year 2015 is as follows:
The Company shall appropriate 20% of the Parent Company’s net profit of RMB 126.025 million for the year 2015, amounting to RMB 25.205 million, as discretionary statutory surplus reserve.
The Company will, based on a total share capital of 360,164,975 shares, declare a cash dividend of RMB 1.00 for every 10 shares held (inclusive of tax), resulting in a total dividend payout of RMB 36.016 million; the cash dividend for B shares will be converted into Hong Kong dollars for payment. In addition, the Company will, based on the same total share capital of 360,164,975 shares, capitalize its capital reserve to issue an additional 5 shares for every 10 shares held.
The foregoing contingency plans shall be submitted to the Company’s 2015 Annual General Meeting for approval.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
5. The Company’s 2015 Annual Report.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
6. Internal Control Evaluation Report for the Year 2015.
(See Cninfo for details) http://www.cninfo.com.cn )
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
7. The Company’s 2015 Corporate Social Responsibility Report.
(See Cninfo for details) http://www.cninfo.com.cn )
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
8. Annual Report on the Performance of Duties by the Company’s Independent Directors for 2015.
(See Cninfo for details) http://www.cninfo.com.cn )
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
9. Report on the Provision for Asset Impairment for the Company’s Fiscal Year 2015.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
10. Report on Authorizing the Company’s Chairman and Management Team to Apply for Bank Credit Lines and Loan Limits for the Year 2016.
To ensure the Company’s normal production and operational needs, the Board of Directors hereby authorizes the Company’s General Manager and Chief Financial Officer to arrange, in 2016, comprehensive bank credit facilities with a total amount not exceeding RMB 700 million, and authorizes the Chairman of the Board to arrange, in 2016, loans with a total amount not exceeding RMB 500 million.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
11. Report on the Company’s Routine Related-Party Transactions for the Year 2015 and the Estimated Routine Related-Party Transactions for the Year 2016.
Based on the 2015 routine related-party transactions and in conjunction with the company’s 2016 operating plan targets, it is estimated that the total amount of routine related-party transactions for the full year 2016 will be approximately RMB 770 million, of which approximately RMB 380 million will be for the procurement of complete-set project supporting products from related parties and approximately RMB 390 million will be for the sale of supporting components to related parties.
On March 18, 2016, the Company’s independent directors provided their prior approval for this proposal and agreed to submit it to the Board of Directors for consideration. Related directors Ji Zhijian and Xu Junrao recused themselves from the deliberation of this proposal.
Approved: 7 votes; Opposed: 0 votes; Abstentions: 0 votes.
12. Report on the Appointment of the Company’s 2016 Audit Firm.
It is proposed to re-engage Dahuа Certified Public Accountants (Special General Partnership) as the Company’s auditor for the year 2016, to conduct an integrated audit of the Company’s financial statements and internal controls. In accordance with the relevant fee-setting standards and the specific circumstances of the audit engagement, it is proposed to pay Dahuа Certified Public Accountants (Special General Partnership) an annual audit fee of RMB 770,000 for the financial statements (the same amount as in 2015) and RMB 300,000 for the internal control audit; any other expenses incurred in connection with the audit shall be borne by the Company.
On March 18, 2016, the Company’s independent directors provided their prior approval for this proposal and agreed to submit it to the Board of Directors for consideration.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
13. Report on the Amendment to the Rules of Procedure for the Shareholders’ Meeting. (See Attachment 1 for details.)
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
14. Report on the Revision and Improvement of Relevant Management Systems.
(For details on the management system, please refer to the Cninfo website.) http://www.cninfo.com.cn )
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
15. Report on the Extension of the Validity Period of the Resolution Adopted at the Shareholders’ Meeting Regarding the Company’s Non-public Issuance of A Shares and the Authorization Period.
The validity period of the shareholders’ meeting resolution authorizing the company’s non-public issuance of A-shares shall be extended by three months beyond the original term, and the authorization granted to the board of directors to handle all matters related to this non-public issuance of A-shares shall likewise be extended by three months.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
16. Report on the Acquisition of Equity in Dalian Sanyo Minghua Electronics Co., Ltd.
The Company proposes to acquire a 70% equity interest in Dalian Sanyo Minghua Electronics Co., Ltd. (“Sanyo Minghua”) held by Sanyo Electric Co., Ltd. for RMB 21.7 million.
Upon completion of this equity transfer, the Company will hold 100% of the equity in Sanyo Minghua, which will then be included in the Company’s consolidated financial statements.
The aforementioned transaction constitutes a related-party transaction. On March 18, 2016, the Company’s independent directors provided their prior approval for this proposal and agreed to submit it to the Board of Directors for consideration. Related directors Noboru Kudo and Tadatoshi Kijima recused themselves from the deliberation.
Approved: 7 votes; Opposed: 0 votes; Abstentions: 0 votes.
17. Report on the Basic Matters Regarding the Convening of the 2015 Annual General Meeting of Shareholders.
Approved: 9 votes; Opposed: 0 votes; Abstentions: 0 votes.
Among the foregoing proposals, Proposals 2, 3, 4, 5, 10, 11, 12, 13, and 15 still require approval by the Company’s 2015 Annual General Meeting.
III. Supporting Documents for Review
1. A board resolution signed by the directors in attendance and sealed with the board’s official seal.
2. Opinion of the Independent Directors.
Board of Directors, Dalian Refrigeration Co., Ltd.
March 30, 2016
Attachment 1: Report on Amendments to the Rules of Procedure for the Shareholders’ Meeting
In accordance with the Rules of General Meetings of Listed Companies (Revised in 2014) issued by the China Securities Regulatory Commission, and in order to further clarify the provisions on online voting at general meetings and the mechanism for separate vote counting of small and medium-sized investors, the Company hereby makes corresponding amendments to its Rules of Procedure for General Meetings, taking into account its actual circumstances.
The specific revisions are as follows:
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Before revision
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After revision
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Article 4
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Shareholders’ meetings are divided into annual shareholders’ meetings and extraordinary shareholders’ meetings. Such meetings shall be held in person at a designated venue. Where, in accordance with applicable regulations, online participation is required, the Company shall promptly provide such option. Shareholders who participate in the shareholders’ meeting through any of the aforementioned methods shall be deemed to have attended. The in-person session of the shareholders’ meeting shall not conclude before the online session. The shareholders’ meeting shall be held at the Company’s registered office. The annual shareholders’ meeting shall be convened at least once each year and shall be held within six months after the end of the preceding fiscal year. The interval between two consecutive annual meetings shall not exceed fifteen months.
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Shareholders’ meetings are divided into annual shareholders’ meetings and extraordinary shareholders’ meetings. The shareholders’ meeting shall be held in person at a designated venue. The Company will also provide online access to facilitate shareholders’ attendance at the General Meeting. Shareholders who participate in the shareholders’ meeting through the aforementioned methods shall be deemed to be present. The on-site session of the shareholders’ meeting shall not conclude before the online session. The company shall clearly specify in the notice of the general meeting the time period for online voting and the corresponding voting procedures. The commencement of online voting shall be no earlier than 3:00 p.m. on the day preceding the in-person general meeting and no later than 9:30 a.m. on the day of the in-person general meeting; the conclusion of online voting shall be no earlier than 3:00 p.m. on the day following the conclusion of the in-person general meeting. The shareholders’ meeting shall be held at the company’s registered address. The annual shareholders’ meeting shall be convened at least once a year and must be held within six months after the end of the preceding fiscal year. The interval between two consecutive annual meetings shall not exceed fifteen months.
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Article 62
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The following matters shall be approved by the shareholders’ meeting through an ordinary resolution:
(1) Reports on the work of the Board of Directors and the Supervisory Board;
(2) The profit distribution plan and the loss-compensation plan proposed by the Board of Directors;
(3) The appointment and removal of members of the Board of Directors and the Supervisory Board, as well as their remuneration and methods of payment;
(4) The company’s annual budget plan and final accounts plan;
(5) Other matters, except those that, pursuant to laws, administrative regulations, or the company’s articles of association, must be approved by a special resolution.
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The following matters shall be approved by the shareholders’ meeting through an ordinary resolution:
(1) Reports on the work of the Board of Directors and the Supervisory Board;
(2) The profit distribution plan and the loss-compensation plan proposed by the Board of Directors;
(3) The appointment and removal of members of the Board of Directors and the Supervisory Board, as well as their remuneration and methods of payment;
(4) The company’s annual budget plan and final accounts plan;
(5) The company’s annual report;
(6) Other matters, except those that, pursuant to laws, administrative regulations, or the company’s articles of association, must be approved by a special resolution.
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Article 80
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The announcement of resolutions passed at the shareholders’ meeting shall specify the number of shareholders (and their proxies) present at the meeting, the total number of shares held (or represented by proxies) and the percentage that such shares represent of the company’s total voting shares, the voting method employed, the outcome of the vote on each proposal, and the opinion of the engaged legal counsel. With respect to resolutions adopted on shareholder proposals, the announcement shall set forth the name or corporate name of the proposing shareholder, the shareholder’s shareholding percentage, and the content of the proposal.
The announcement of the resolutions passed at the shareholders’ meeting shall separately tabulate and disclose the attendance and voting results of domestic-shareholders and foreign-shareholders.
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The announcement of resolutions passed at the shareholders’ meeting shall specify the number of shareholders (and their proxies) present at the meeting, the total number of shares held (or represented by proxies) and the percentage that such shares represent of the company’s total voting shares, the voting method employed, the outcome of the vote on each proposal, and the opinion of the engaged legal counsel. With respect to resolutions adopted on shareholder proposals, the announcement shall set forth the name or corporate name of the proposing shareholder, the shareholder’s shareholding percentage, and the content of the proposal.
The announcement of the resolution passed at the shareholders’ meeting shall separately tabulate and disclose the attendance and voting results of domestic-shareholders and foreign-shareholders.
When the shareholders’ meeting deliberates on material matters that affect the interests of small and medium-sized investors, votes cast by such investors shall be tallied separately. The results of the separate tally shall be promptly disclosed to the public.
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Dalian Bingshan Group Co., Ltd.
Address: No. 106, Liaohe East Road, Dalian Economic & Technological Development Zone
Phone:
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